对外贸易经济合作部、国家工商行政管理总局关于外商投资企业合并与分立的规定（修订） Merger and Division of Foreign Investment Enterprises Provi

tablishment and issues a business licence shall be the date of establishment of such post-division Company.

　　Article 16　Where a merger or division involves a listed Company limited by shares, such merger or division shall comply with the relevant laws and regulations and with the listed company regulations of the State Council regulatory authority for securities, and the necessary examination and approval procedures shall be carried out.

　　Article 17　The merger between a Company and wholly Chinese-owned enterprise must comply with China's laws and regulations on the use of foreign investment and the requirements of China's industrial policy, and meet the following conditions:

　　1. the wholly Chinese-owned enterprise to be merged is a limited liability company or company limited by shares organized pursuant to the model set forth in the PRC, Company Law;

　　2. the investors possess the qualifications which laws, regulations and departmental rules require for investors in the relevant industry in which the post-merger Company is to engage;

　　3. the equity ratio of the foreign investor is not less than 25% of the registered capital of the post-merger Company; and

　　4. each party to the merger agreement warrants to fully employ or to make reasonable arrangements for the existing staff and workers of the Companies to be merged.

　　Article 18　The company in existence after the merger of a Company and a wholly Chinese-owned enterprise shall be a foreign investment enterprise. Its total amount of investment shall be the sum of the total amount of investment of the original Company and the total amount of asset of the wholly Chinese-owned enterprise as recorded in the financial audit report. The registered capital shall be the sum of the registered capital of the original Company and that of the wholly Chinese-owned enterprise. The ratio of the registered capital to the total amount of investment of the post-merger Company shall comply with the State Administration for Industry and Commerce, Sino-foreign Equity Joint Ventures Ratio of Registered Capital to Tot

al Investment Tentative Provisions. In special circumstances where the provisions cannot be implemented, it shall be approved by MOFTEC and SAIC.

　　Article 19　An enterprise that has been invested in and established by the wholly Chinese-owned enterprise merged with the Company shall be an enterprise in which the post-merger Company holds shares, and it shall comply with the requirements of China's industrial policy on the use of foreign investment and the Investment Within China by Foreign Investment Enterprises Tentative Provisions. The post-merger Company may not hold equity in enterprises that are in industry from which foreign investment is prohibited.

　　Article 20　Where Companies are merged by absorption, the admitting Company shall be the applicant. Where Companies are merged by new establishment, the parties to the merger shall consult with each other and decide on one applicant.

　　The applicant shall submit the following documents to the examination and approval authority:

　　1. the written application for Company merger, and the Company merger agreement, signed by the legal representative of each Company;

　　2. the Company merger resolution adopted by the highest organ of authority of each Company;

　　3. the contract for, and articles of association of, each Company;

　　4. photocopies of the approval certificate and business licence of each Company;

　　5. the capital contribution verification reports issued by Chinese statutory appraisal institutions in respect of each Company;

　　6. a balance sheet and property list of each Company;

　　7. each Company's audit report for the preceding year;

　　8. a list of each Company's creditors;

　　9. the contract for, and articles of association of, the post-merger Company;

　　10. a list of the members of the highest organ of authority of the post-merger Company; and

　　11. other documents which the examination and approval authority requires to be submitted.

　　In case of a merger of a Company and a wholly Chinese-owned enterprise, the applicant shall also submit to the examination and approval authority photocopy of the business licence of the enterprise invested in and established by the wholly Chinese-owned enterprise to be merged.

　　Article 21　A Company merger agreement shall include the following main particulars:

　　1. the name, domicile and legal representative of each party to the merger agreement;

　　2. the name, domicile and legal representative of the post-merger Company;

　　3. the total amount of investment and the registered capital of the post-merger Company;

　　4. the form of the merger;

　　5. the claims and debts of each party to the merger agreement and the plan for the succession thereto;

　　6. the arrangements made for the staff and workers;

　　7. liability for breach of contract;

　　8. method of dispute resolution;

　　9. the date and place of execution of the agreement; and

　　10. other particulars which, in the opinion of the parties to the merger agreement, need to be stipulated.

　　Article 22　If the parties to a proposed Company merger do not all have the same original examination and approval authority, any Company to be dissolved shall submit an application for dissolution by reason of Company merger to its original examination and approval authority before submitting the relevant documents to the examination and approval authority pursuant to Article 18 hereof.

　　The original examination and approval authority shall make an official reply as to whether or not it consents to the dissolution within 15 days of the date on which it receives the dissolution application mentioned in the preceding paragraph. If the original examination and approval authority fails to make an official reply within 15 days, it shall be deemed to have consented to the Company's disso

lution.

　　If the original examination and approval authority replies, within the time limit specified in the preceding paragraph, that it does not consent to the relevant Company's dissolution, the Company to be dissolved may submit the dissolution application to the authority in charge of foreign economic relations and trade at a level which is both above that of its original examination and approval authority and above that of the examination and approval authority for the Company merger. Such authority shall give a ruling within 30 days after it receives the application for dissolution of the Company.

　　If the examination and approval authority does not consent to or not approve the Company merger, the official reply in respect of the dissolution of the relevant Company shall automatically become void.

　　Article 23　A Company to be divided shall submit the following documents to the examination and approval authority:

　　1. the written application for division of the Company signed by the Company's legal representative;

　　2. the Company division resolution adopted by the Company's highest organ of authority;

　　3. the Company division agreement signed by the Company to survive and/or the Company or Companies to be newly established (the Parties to the Division Agreement);

　　4. the contract for, and articles of association of, the Company;

　　5. photocopies of the approval certificate and business licence of the Company;

　　6. the capital contribution verification reports issued by a Chinese statutory appraisal institution in respect of the Company;

　　7. a balance sheet and property list of the Company;

　　8. a list of the Company's creditors;

　　9. the contract for, and articles of association of, each post-division Company;

　　10. a list of the members of the highest organ of authority of each post-division Company; and

　　11. other documents which the examination and approval authority requires to be submitted.

　　If the division of a Company will lead to the establishment of a new Company elsewhere, the Company must also submit to the examination and approval authority the signed opinion on the establishment of such new Company by the examination and approval authority of the place where such new Company is to be located.

　　Article 24　A Company division agreement shall include the following main particulars:

　　1. the proposed name, domicile and legal representative of each of the Parties to the Division Agreement;

　　2. the total amount of investment and the registered capital of the post-division Company;

　　3. the form of the division;

　　4. the plan for division among the Parties to the Division Agreement of the property of the Company to be divided;

　　5. the plan for succession by the Parties to the Division Agreement to the claims and debts of the Company to be divided;

　　6. the arrangements made for the staff and workers;

　　7. liability for breach of contract;

　　8. method of dispute resolution;

　　9. the date and place of execution of the agreement; and

　　10. other particulars which, in the opinion of the Parties to the Division Agreement, need to be stipulated.

　　Article 25　The Company which survives or is newly established upon a merger shall succeed to all of the claims and debts of the Company or Companies which was or were dissolved as a result of the merger.

　　The Companies in existence after a division shall succeed to the claims and debts of the original Company in accordance wit

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